ISS Releases Changes To Its Proxy Voting Guidelines For 2023

Last week, Institutional Shareholder Services Inc. ("ISS") released its annual update (the "Update") to its Proxy Voting Guidelines (the "Guidelines") outlining its changes for annual meetings beginning February 1, 2023. These changes follow ISS's recent annual policy survey of its institutional shareholder clients and other market participants. Although we disagree with some of the Guidelines, we continue to commend ISS for soliciting and considering the views of stakeholders each year. As always, in guiding a company's engagement with its stockholders and in determining the potential impact of ISS's recommendations, we urge each company to review (a) the voting policies of each of its major shareholders and (b) the extent to which each of those holders relies on ISS (and/or other proxy advisers). ISS's proxy voting recommendations are not always followed by major shareholders.